Citigroup Global Markets Deutschland AG Frankfurt am Main (Issuer) Final Terms dated 30 July 2013 to the Tripartite Base Prospectus dated 13 May 2013 as amended (the "Tripartite Base Prospectus") MINI FUTURE WARRANTS referenced to the following underlying: DAX ISIN: DE000CT9GC85 The respective Final Terms to the Tripartite Base Prospectus will be made available as a separate document in paper form free of charge at the address of the relevant paying agent and published on the Issuer's website (www.citifirst.com)
The subject matter of the Final Terms is Mini Future Warrants (Product No. 4) (the "Warrants" or the "Series") based on a share index, issued by Citigroup Global Markets Deutschland AG, Frankfurt am Main (the "Issuer"). The Final Terms were prepared in accordance with Article 5 (4) of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as most recently amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010) (the "Prospectus Directive") and must be read in conjunction with the Tripartite Base Prospectus (consisting of the Summary and the Securities Note, each dated 13 May 2013, and the Registration Form of Citigroup Global Markets Deutschland AG dated 3 May 2013, including any supplements). Complete information about the Issuer and the offer of the Warrants can be obtained only from a synopsis of these Final Terms together with the Tripartite Base Prospectus (including all related supplements, if any). The Final Terms to the Tripartite Base Prospectus take the form of a separate document within the meaning of Article 26 (5) of Commission Regulation (EC) No. 809/2004 of 29 April 2004 as amended by Commission Delegated Regulation (EU) No. 486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) No. 862/2012 of 4 June 2012 (the "Prospectus Regulation"). An issue specific summary that has been completed for the Warrants is attached to these Final Terms. 2
INFORMATION ABOUT THE TERMS AND CONDITIONS ISSUE SPECIFIC CONDITIONS With respect to the Series of Warrants, the Issue Specific Conditions applicable to the Mini Future Warrants, as replicated in the following from the Tripartite Base Prospectus and supplemented by the information in the Annex to the Issue Specific Conditions as set out below, and the General Conditions contain the conditions applicable to the Warrants (referred to together as the "Conditions"). The Issue Specific Conditions should be read in conjunction with the General Conditions. Part A. Product Specific Conditions No. 1 Option Right Citigroup Global Markets Deutschland AG, Frankfurt am Main (the "Issuer") hereby grants the holder (each a "Warrant Holder") of Mini Future Warrants (the "Warrants"), based on the Underlying as specified in detail in each case in Table 1 and Table 2 of the Annex to the Issue Specific Conditions, the right (the "Option Right") to require the Issuer to pay the Cash Amount (No. 2 (1) of the Issue Specific Conditions) or the Stop-Loss Cash Amount (No. 2a (2) of the Issue Specific Conditions) or the Termination Amount (No. 2 of the General Conditions and/or No. 4 of the Issue Specific Conditions) in accordance with these Terms and Conditions. No. 2 Cash Amount; Definitions (1) The "Cash Amount" for each Warrant, subject to the occurrence of a Knock-Out Event (No. 2a (1) of the Issue Specific Conditions) or the early redemption or Termination of the Warrants by the Issuer (No. 2 of the General Conditions and/or No. 4 of the Issue Specific Conditions), shall be the Intrinsic Value of a Warrant, if the latter is already expressed in the Settlement Currency, or the Intrinsic Value of a Warrant converted into the Settlement Currency using the Reference Rate for Currency Conversion. (2) The "Intrinsic Value" of a Warrant shall be the difference, expressed in the Reference Currency and multiplied by the Multiplier, by which the Reference Price of the Underlying determined on the Valuation Date is higher than (Mini Long) or lower than (Mini Short) the respective Strike. (3) The following definitions shall apply in these Terms and Conditions: "Additional Securities Depositaries": not applicable 3
"Adjustment Date": "Adjustment due to Dividend Payments": "Adjustment Rate": "Auxiliary Location": "Banking Day": "Central Securities Depositary": "Clearing Territory of the Central Securities Depositary": "Currency Conversion Date": The first Banking Day in Frankfurt of each month. In case of dividends or other equivalent cash distributions on a share or one or more shares represented in an index, the Issuer will adjust the effective Strike and, as the case may be, the effective Knock-Out Barrier at its reasonable discretion. The adjustment will be effected at the day on which shares of the respective company, for which dividends or other equivalent cash distributions are made, are traded ex-dividend on its home exchange. The Adjustment Rate for the first Financing Level Adjustment Period corresponds to the relevant rate as specified in Table 1 of the Annex to the Issue Specific Conditions for the first Financing Level Adjustment Period. The Adjustment Rate applicable in each succeeding Adjustment Period composes as follows: in case of Mini Future Long Warrants the sum of, and for Mini Future Short Warrants the difference of (i) the Reference interest rate at the last day of the respective preceding Financing Level Adjustment Period and (ii) the Interest Rate Correction Factor applicable in the respective Financing Level Adjustment Period. If the Reference Interest Rate is no longer displayed in one of the manners described above, the Issuer is entitled to determine at its reasonable discretion a Reference Interest Rate based on the market practice prevailing at the time and giving due consideration to the prevailing market conditions. London, United Kingdom Every day on which the commercial banks in Helsinki and Frankfurt am Main are open for business, including trade in foreign currencies and the receipt of foreign currency deposits (except for Saturdays and Sundays), the TARGET2-System is open and the Central Securities Depositary settles payments. ''TARGET2-System'' shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system or any successor system. Euroclear Finland Ltd. (P.O. Box 1110, FI-00101 Helsinki, Finland) Finland As specified in Table 2 of the Annex to the Issue Specific 4
Conditions. "Exchange Rate Reference Agent": "Exercise Date": "Financing Level Adjustment Period": "Form of the Warrants": "Interest Rate Correction Factor": "Issue Date": "Issuer's Website": "Knock-Out Barrier": "Maturity Date": "Minimum Exercise Volume": "Minimum Trading Volume": "Modified Exercise Date + 1": "Modified Exercise Date": not applicable The last Banking Day of each month at the respective place of the Exercise Agent pursuant to No. 3 (1), on which the exercise prerequisites pursuant to No. 3 (1) are met for the first time at 10:00 a.m. (local time at the place of the respective Exercise Agent). The period from the Issue Date until the first Adjustment Date (inclusive) and each following period from an Adjustment Date (exclusive) until the next following Adjustment Date (inclusive). The Warrants will be issued in the Finnish book-entry securities system maintained by Euroclear Finland Ltd. No global security and no definitive securities will be issued in respect of the Warrants. An interest rate determined for each Financing Level Adjustment Period by the Issuer at its reasonable discretion taking into account the then prevailing market environment. It may be different for Mini Long and Mini Short Warrants. As specified in Table 1 of the Annex to the Issue Specific Conditions. www.citifirst.com In the first Financing Level Adjustment Period, the Knock-Out Barrier is equal to: See Table 1 of the Annex to the Issue Specific Conditions. The earlier of the Payment Date upon Exercise or the Payment Date upon Termination. 1 Warrant(s) per ISIN or an integral multiple thereof 1 Warrant(s) per ISIN or an integral multiple thereof not applicable The Exercise Date provided that such day is a Banking Day at the Auxiliary Location and a Trading Day and a day on which options and futures contracts related to the Underlying are traded on the relevant Adjustment Exchange as specified in Table 2 of the Annex to the Issue Specific Conditions, otherwise the first day following the Exercise Date on which the aforementioned 5
prerequisites are met. "Modified Valuation Date + 1": "Modified Valuation Date": "Multiplier": "Number": "Observation Period": "Payment Date upon Exercise": "Payment Date upon Termination": "Reference Currency": "Reference Interest Rate": not applicable not applicable As specified in Table 1 of the Annex to the Issue Specific Conditions. As specified in Table 1 of the Annex to the Issue Specific Conditions. Period from the Issue Date (inclusive) until the Valuation Date (inclusive). At the latest the tenth common Banking Day following the Exercise Date at the registered office of the Issuer and the place of the Central Securities Depositary. At the latest the tenth common Banking Day following the Termination Date at the registered office of the Issuer and the place of the Central Securities Depositary. As specified in Table 2 of the Annex to the Issue Specific Conditions. Interest rate as published on the Reuters page EURIBOR1M= (or a replacing page) for EUR-Rates Ref., USDVIEW (or a replacing page) for US-Rates Ref., JPYVIEW (or a replacing page) for Yen-Rates Ref., CHFLIBOR (or a replacing page) for CHF-Rates Ref., HKDVIEW (or a replacing page) for HKD-Rates Ref., and SEKVIEW (or a replacing page) for SEK-Rates Ref. "Reference Price": "Reference Rate for Currency Conversion": "Rollover Date": "Settlement Currency": "Strike": "Type": As specified in Table 1 of the Annex to the Issue Specific Conditions. not applicable not applicable As specified in Table 1 of the Annex to the Issue Specific Conditions. On the Issue Date, the Strike is equal to: See Table 1 of the Annex to the Issue Specific Conditions. As specified in Table 1 of the Annex to the Issue Specific Conditions. 6
"Underlying": "Valuation Date + 1": "Valuation Date": As specified in Table 2 of the Annex to the Issue Specific Conditions. not applicable As specified in Table 2 of the Annex to the Issue Specific Conditions. If the Valuation Date is not a Trading Day, the next following Trading Day shall be the Valuation Date. No. 2a Knock-Out (1) If the Observation Price of the Underlying (No. 5 (2) of the Issue Specific Conditions) expressed in the Reference Currency is equal to or falls below (Mini Long) or is equal to or exceeds (Mini Short) the Knock-Out Barrier (No. 2b (2) of the Issue Specific Conditions) of the Warrant (the "Knock-Out Event") during the Observation Period (No. 2 (3) of the Issue Specific Conditions) during the Observation Hours (No. 5 (2) of the Issue Specific Conditions) at any time (referred to in the following as the "Knock-Out Time"), the term of the Warrants shall end early at the Knock-Out Time. If the Stop-Loss Cash Amount in accordance with paragraph (2) of this No. 2a is positive, the Warrant Holder shall receive the Stop-Loss Cash Amount. The Issuer will give notice without delay in accordance with No. 4 of the General Conditions that the price of the Underlying has reached or fallen below (Mini Long) or reached or exceeded (Mini Short) the Knock-Out Barrier. (2) If the term of the Warrants ends early as a result of a Knock-Out Event, the Issuer shall pay any Stop-Loss Cash Amount to the Warrant Holders. The "Stop-Loss Cash Amount" shall be either the Stop-Loss Intrinsic Value, if the latter is already expressed in the Settlement Currency, or the Stop-Loss Intrinsic Value converted into the Settlement Currency using the Stop-Loss Exchange Rate. The "Stop-Loss Intrinsic Value" shall be the difference, expressed in the Reference Currency and multiplied by the Multiplier, by which the Hedge Price is higher than (Mini Long) or lower than (Mini Short) the Strike. The "Hedge Price" shall be a price determined by the Issuer in its reasonable discretion within 120 minutes following the occurrence of the Knock-Out Time as the level of the Underlying in line with the market, calculated taking into account the computed proceeds from unwinding the corresponding hedging transactions. For this purpose, the Hedge Price shall be at least equal to the lowest (Mini Long) or highest (Mini Short) price of the Underlying determined within 120 minutes following the occurrence of the Knock-Out Time. The "Stop-Loss Exchange Rate" shall be the exchange rate determined by the Issuer in its reasonable discretion within a maximum of 120 minutes following the occurrence of the Knock-Out Time in place of the Reference Rate for Currency Conversion. 7
In the event that the Knock-Out Time occurs less than 120 minutes before the end of the normal trading hours of the Underlying, the time available in accordance with the preceding paragraph for the determination of the Hedge Price shall be extended accordingly from the start of the next following exchange session. If Market Disruption Events within the meaning of No. 7 of the Issue Specific Conditions occur during the time available to the Issuer for the determination of the Hedge Price and if the Issuer has not yet determined the Hedge Price when the Market Disruption Events occur, the time available for the determination of the Hedge Price shall be extended for the duration of the Market Disruption Events. The right of the Issuer to determine the Hedge Price or the Stop-Loss Exchange Rate shall continue to apply during the existence of Market Disruption Events. If the Market Disruption Events within the meaning of No. 7 of the Issue Specific Conditions continue to exist until the end of the fifth Banking Day in Frankfurt am Main, at the Auxiliary Location and at the location of the Relevant Exchange following the next Exercise Date for the Warrants and if the Issuer has not yet determined the Hedge Price, the Issuer shall determine the Hedge Price in its reasonable discretion taking into account the market conditions prevailing on that day. The payment of any Stop-Loss Cash Amount shall be made in accordance with No. 3 (4) of the Issue Specific Conditions, with the proviso that the Stop-Loss Payment Date shall be no later than the fifth Banking Day in Frankfurt am Main and at the location of the Central Securities Depositary following the determination of the Hedge Price. No. 2b Adjustment Amount (1) The respective "Strike" of a series shall be equal on the Issue Date to the value specified in Table 1 of the Annex to the Issue Specific Conditions. Subsequently, the Strike shall be adjusted on each calendar day during a Financing Level Adjustment Period by the Adjustment Amount calculated by the Issuer for that relevant calendar day. The Adjustment Amount for Mini Long or Mini Short Warrants may vary. The "Adjustment Amount" of a series applying for each calendar day during the respective Financing Level Adjustment Period shall be equal to the result obtained by multiplying the Strike applying on the Adjustment Date falling in that Financing Level Adjustment Period by the Adjustment Rate applicable in that Financing Level Adjustment Period and converted to the amount for one calendar day using the actual/360 day count convention. The resulting Strike for each calendar day shall be rounded to three decimal places in accordance with normal commercial practice, but the calculation of the next following Strike in each case shall be based on the unrounded Strike for the preceding day. The calculations for the first Financing Level Adjustment Period shall be based on the Strike on the Issue Date. (2) The respective "Knock-Out Barrier" of a series for the first Financing Level Adjustment Period shall be equal to the value specified in Table 1 of the Annex to the Issue Specific Conditions. For each subsequent Financing Level Adjustment Period, the Knock-Out Barrier shall be determined by the Issuer in its reasonable discretion on the Adjustment Date falling 8
in that Financing Level Adjustment Period, taking into account the market conditions prevailing in each case (in particular taking into account volatility). In addition, the Issuer shall have the right, on days on which, in the determination of the Issuer, the Strike after Adjustment (in accordance with paragraph (1) of this No. 2b) would be equal to, fall below or exceed the Knock-Out Barrier respectively, to adjust the Knock-Out Barrier in its reasonable discretion at the same time as the Adjustment of the Strike, taking into account the market conditions prevailing in each case (in particular taking into account volatility). (3) In the event of dividend payments or other cash distributions equivalent to dividend payments in respect of the Underlying (applicable in the case of shares as the Underlying) or in respect of the shares on which the Underlying is based (applicable in the case of stock indices as the Underlying), the Strike applying in each case and, where relevant, the Knock-Out Barrier shall be adjusted in accordance with No. 2 (3) of the Issue Specific Conditions (Adjustment due to Dividend Payments). No. 3 Exercise of the Option Rights (1) The Warrants may be exercised by the Warrant Holder only with effect as of an Exercise Date in accordance with No. 2 (3) of the Issue Specific Conditions. For the exercise of the Warrants to be effective, the holder of the respective Warrant must comply with the preconditions set out below with respect to the relevant Exercise Agent at the latest by 10.00 a.m. (local time at the location of the relevant Exercise Agent) on the Exercise Date. The provisions of paragraphs (2) to (4) of this No. 3 shall also apply. If the Option Rights are exercised via the Exercise Agent in Finland, the Warrant Holder must submit to Citigroup Global Markets Deutschland AG (the ''Exercise Agent'') at the following address: Citigroup Global Markets Deutschland AG, Attn. Stockevents, Frankfurter Welle, Reuterweg 16, D-60323 Frankfurt am Main, Federal Republic of germany a properly completed ''Helsinki'' Exercise Notice for the respective ISIN (International Securities Identification Number) using the form available from the Issuer (referred to in the following as "Exercise Notice") and must have transferred the Warrants which it is intended to exercise - to the Issuer crediting its account No. 0007567803 at Pohjola Bank. The Exercise Notice must specify: - the ISIN (International Securities Identification Number) of the Warrant series and the number of Warrants intended to be exercised and - the account of the Warrant Holder with a bank in Finland into which the Cash Amount is to be paid. If the Exercise Notice does not specify an account or specifies an account outside Finland, a check for the Cash Amount will be sent to the Warrant 9
Holder at his risk by normal post to the address given in the Exercise Notice within ten (10) Banking Days in Helsinki and Frankfurt am Main following the Valuation Date. - Confirmation must also be given that the person entitled to the rights arising from the Warrants is not a US person (as defined in Regulation S pursuant to the United States Securities Act of 1933) and that that person has agreed with the Issuer and, if the latter is not also the seller, with the seller of these Warrants (a) not to offer, sell, resell or deliver the Warrants acquired at any time directly or indirectly in the United States or to or for the account of or for the benefit of US persons, (b) not to purchase Warrants for the account of or for the benefit of US persons and (c) not to offer, sell, resell or deliver Warrants (acquired in any other manner) directly or indirectly in the United States or to or for the account of or for the benefit of US persons. (2) The Exercise Notice shall become effective on the Exercise Date according to No. 2 (3) of the Issue Specific Conditions. The Exercise Notice may not be revoked, including during the period prior to the date on which it becomes effective. All of the preconditions set out in No. 3 (1) of the Issue Specific Conditions must be satisfied within fifteen (15) Banking Days of the occurrence of the first precondition. In any other circumstances, the Issuer shall have the right to return any payments already made to the Warrant Holder without interest at his risk and expense; in this event the Exercise Notice shall not become effective. (3) All taxes or other levies that may be incurred in connection with the exercise of the Warrants shall be borne by the Warrant Holder. The exercise or settlement amount shall be paid in the Settlement Currency without a requirement for the Issuer or the Exercise Agent to give notice of any kind. (4) The Issuer will transfer any Cash Amount to the Central Securities Depositary on the Payment Date upon Exercise for the credit of the Warrant Holders registered with the Central Securities Depositary at the close of business on the preceding Banking Day at the head office of the Central Securities Depositary. Upon the transfer of the Cash Amount to the Central Securities Depositary, the Issuer shall be released from its payment obligations to the extent of the amount paid. The Central Securities Depositary has given an undertaking to the Issuer to make a corresponding onward transfer. No. 4 Termination (1) The Issuer shall have the right to terminate all of the Warrants of a series during their term with a notice period of 4 weeks by giving notice in accordance with No. 4 of the General Conditions with effect as of the Termination Date specified in the notice (the "Termination Date"). Termination in accordance with this No. 4 may not be effected earlier than 3 months after the Issue Date. All Termination Notices issued pursuant to this No. 4 are irrevocable and must specify the Termination Date. The Termination shall become effective on the date specified in the announcement of the notice. For the purposes of calculating the Cash Amount 10
in accordance with No. 2 of the Issue Specific Conditions, the date on which the Termination becomes effective shall be deemed to be the Valuation Date within the meaning of these Terms and Conditions. (2) In the event of Termination by the Issuer, No. 3 of the Issue Specific Conditions shall not apply. The Exercise Date within the meaning of No. 2 (3) of the Issue Specific Conditions shall in this case be the date on which the Termination becomes effective. The Payment Date shall be the Payment Date upon Termination in accordance with paragraph (3) of this No. 4. (3) In this event, the Issuer will transfer the Cash Amount for all of the Warrants affected by the Termination to the Central Securities Depositary within ten (10) Banking Days at the head office of the Issuer and at the location of the Central Securities Depositary after the Termination Date for the credit of the Warrant Holders registered with the Central Securities Depositary on the fifth day following the Termination Date (referred to in the following as "Payment Date upon Termination"). Upon the transfer of the Cash Amount to the Central Securities Depositary, the Issuer shall be released from its payment obligations to the extent of the amount paid. The Central Securities Depositary has given an undertaking to the Issuer to make a corresponding onward transfer. In the event that the onward transfer is not possible within three months after the Payment Date upon Termination ("Presentation Period"), the Issuer shall be entitled to deposit the relevant amounts with the Frankfurt am Main Local Court for the Warrant Holders at their risk and expense with a waiver of its right to reclaim those amounts. Upon the deposit of the relevant amounts with the Court, the claims of the Warrant Holders against the Issuer shall expire. Part B. Underlying Specific Conditions No. 5 Underlying (1) The "Underlying" shall be the Index specified as the Underlying in Table 2 of the Annex to the Issue Specific Conditions. (2) The "Reference Price" of the Underlying shall correspond to the price specified as the Reference Price of the Underlying in Table 1 of the Annex to the Issue Specific Conditions, as calculated and published on Trading Days by the Relevant Index Calculator specified in Table 2 of the Annex to the Issue Specific Conditions (the "Relevant Index Calculator"). The "Observation Price" of the Underlying shall correspond to the prices calculated and published for the Index on an ongoing basis by the Relevant Index Calculator on Trading Days (excluding prices calculated on the basis of the midday auction or of another intraday auction). In the case of the DAX/X- DAX as the Underlying, the Observation Price of the Underlying shall correspond to the prices (i) of the DAX Performance Index (ISIN DE0008469008) or (ii) of the X-DAX (ISIN DE000A0C4CA0) calculated and published for the Underlying on an ongoing basis by the Relevant Index Calculator on Trading Days (excluding (a) prices calculated on the basis of the midday auction or of another intraday auction and (b) prices which in the opinion of the Issuer are 11
not based on any exchange trading transactions actually carried out). "Observation Hours" shall be the Trading Hours. In the case of the DAX/X-DAX as the Underlying, Observation Hours shall be the hours during which the Relevant Index Calculator normally calculates and publishes prices for (i) the DAX Performance Index (ISIN DE0008469008) or (ii) the X-DAX (ISIN DE000A0C4CA0). "Trading Days" shall be days on which the Index is normally calculated and published by the Relevant Index Calculator. "Trading Hours" shall be hours during which prices are normally calculated and published for the Index by the Relevant Index Calculator on Trading Days. No. 6 Adjustments (1) The Strike, the Knock-Out Barrier and/or the Multiplier as well as the other features of the Warrants that are relevant for the calculation of the Cash Amount shall be subject to adjustment in accordance with the provisions below (referred to in the following as "Adjustments"). (2) Changes in the calculation of the Underlying (including corrections) or in the composition or weighting of the prices or securities on the basis of which the Underlying is calculated shall not result in an adjustment of the Option Right unless, in the reasonable discretion of the Issuer, as a result of a change (including a correction) the new relevant concept and the calculation of the Underlying are no longer comparable with the previous relevant concept or the previous calculation of the Underlying. This shall apply in particular if a change of whatever nature results in a material change in the value of the Index even though the prices of the individual securities included in the Underlying and their weighting remain the same. The Option Right may also be adjusted in the event that the Underlying is discontinued and/or replaced by another Index. The Issuer shall adjust the Option Right in its reasonable discretion based on the most recently calculated price with the objective of preserving the financial value of the Warrants, and shall determine the date on which the adjusted Option Right shall first apply, taking account of the date of the change. Notice shall be given of the adjusted Option Right and the date on which it first applies in accordance with No. 4 of the General Conditions. (3) If the Index is discontinued at any time and/or replaced by another Index, the Issuer in its reasonable discretion shall specify the other Index as the Underlying on which the Option Right will be based in future (the "Successor Index"), where necessary adjusting the Option Right in accordance with paragraph (4) of this No. 6. Notice shall be given of the Successor Index and the date on which it first applies in accordance with No. 4 of the General Conditions. All references in these Terms and Conditions to the Index shall then be deemed, insofar as the context allows, to be references to the Successor Index. (4) Changes in the method of calculating the Reference Price or other prices for the Underlying that are relevant in accordance with these Terms and Conditions, including a change in the Trading Days or Trading Hours relevant for the Underlying and including any subsequent correction by the Relevant Index Calculator of the Reference Price or another price of the Underlying that is relevant in accordance with the Terms and Conditions, shall entitle the Issuer to adjust the Option Right accordingly in its reasonable discretion. The Issuer shall determine the date on which the adjusted Option Right shall first apply, taking account of the date of the change. Notice shall be 12
given of the adjusted Option Right and the date on which it first applies in accordance with No. 4 of the General Conditions. (5) In the event that the Reference Price or other prices that are relevant for the Underlying in accordance with these Terms and Conditions are no longer calculated and published by the Relevant Index Calculator, but by another person, company or institution which the Issuer considers suitable in its reasonable discretion (the "New Relevant Index Calculator"), then the Cash Amount shall be calculated on the basis of the corresponding prices for the Underlying calculated and published by the New Relevant Index Calculator. In addition, all references in these Terms and Conditions to the Relevant Index Calculator shall then be deemed, insofar as the context allows, to be references to the New Relevant Index Calculator. The Issuer shall give notice of the Adjustments and the date on which the Adjustments become effective in accordance with No. 4 of the General Conditions. (6) If in the reasonable discretion of the Issuer it is not possible, for any reason whatsoever, to adjust the Option Right or to specify a Successor Index, then the Issuer or an expert appointed by the Issuer will be responsible for the continued calculation and publication of the Underlying on the basis of the existing index concept and the most recent value determined for the index, subject to any Termination of the Warrants pursuant to No. 2 of the General Conditions. Notice shall be given of any continuation of this nature in accordance with No. 4 of the General Conditions. No. 7 Market Disruption Events (1) If a Market Disruption Event in accordance with paragraph (2) of this No. 7 exists on the Valuation Date, then the Valuation Date shall be postponed to the next following day which fulfills the criteria for a Valuation Date in accordance with No. 2 (3) of the Issue Specific Conditions and on which a Market Disruption Event no longer exists. The Issuer shall endeavor to give notice to the Warrant Holders without delay in accordance with No. 4 of the General Conditions that a Market Disruption Event has occurred. However, there shall be no obligation to give notice. If, as a result of the provisions of this paragraph, the Valuation Date has been postponed for five (5) consecutive days that fulfill the criteria for a Valuation Date in accordance with No. 2 (3) of the Issue Specific Conditions and if the Market Disruption Event continues to exist on that day as well, then that day shall be deemed to be the Valuation Date and the Issuer shall determine the Cash Amount in its reasonable discretion taking account of the market conditions prevailing on any such deemed Valuation Date. (2) "Market Disruption Event" shall mean (i) the suspension or restriction of trading generally on the exchanges or markets on which the assets on which the Index is based are listed or traded; or (ii) the suspension or restriction of trading (including the lending market) in individual assets on which the Index is based on the respective exchanges or markets on which those assets are listed or traded, or in a futures or options contract based on the Index on a Futures Exchange on which futures or options contracts based on the Index are traded (the "Futures Exchange"); 13
(iii) the suspension or non-calculation of the Index as the result of a decision by the Relevant Index Calculator, if that suspension, restriction or non-calculation occurs or exists in the last half-hour before the calculation of the closing price of the Index or of the assets on which the Index is based that would normally take place and is material, in the reasonable discretion of the Issuer, for the fulfillment of the obligations arising from the Warrants. A change in the Trading Days or Trading Hours on or during which trading takes place or the Index is calculated does not constitute a Market Disruption Event, provided that the change takes place as the result of a previously announced change in the trading regulations by the exchange or in the rules for calculating the Index by the Relevant Index Calculator. 14
ANNEX TO THE ISSUE SPECIFIC CONDITIONS Issue Date: 31/07/2013 Initial value date in Finland: 05/08/2013 Table 1 supplementary to Part A. Product Specific Conditions ISIN / Local Trading Code DE000CT9GC85 / LONGDAX CU CG Underlying Type Quanto Initial Issue Price Settlement Currency (also "Currency of the Issue") Strike on the Issue Date / Knock-Out Barrier in the 1 st Financing Level Adjustment Period DAX Mini Long No EUR 5.78 Euro (EUR) EUR 7,683.00 / EUR 7,800.00 Multiplier Adjustment Rate in the 1 st Financing Level Adjustment Period Number Reference Price of the Underlying ("Reference Price") 0.01 2.63 % 1,000,000 Closing price Table 2 supplementary to Part B. Underlying Specific Conditions Underlying / Index type ISIN or Reuters Code of the Underlying Relevant Index Calculator / Relevant Adjustment Exchange for the Underlying (''Adjustment Exchange'') Valuation Date / Currency Conversion Date DAX / performance index DE0008469008 Deutsche Börse AG / n/a Modified Exercise Date / not applicable Currency in which the Reference Price is expressed ("Reference Currency") Euro (EUR) The following specific meanings shall apply in this context: Deutsche Börse AG : Deutsche Börse AG, Frankfurt, Germany (XETRA ) EUREX : EUREX, Frankfurt, Germany STOXX Limited, Zurich : STOXX Limited, Zurich, Switzerland S&P Dow Jones Indices LLC : S&P Dow Jones Indices LLC, a subsidary of The McGraw-Hill Companies, Inc., New York, USA NASDAQ Stock Market, Inc. : NASDAQ Stock Market, Inc., Washington, D.C., U.S.A. NASDAQ OMX Group, Inc. : NASDAQ OMX Group, Inc., New York, U.S.A. Nikkei Inc. : Nikkei Inc., Tokyo, Japan AEX Options and Futures Exchange : AEX Options and Futures Exchange, Amsterdam, The Netherlands Bolsa de Derivados Portugal : Bolsa de Derivados Portugal, Lisbon, Portugal EUREX : EUREX, Zurich, Switzerland Euronext Amsterdam/ Euronext Lisbon/ Euronext Paris : Euronext Amsterdam N.V., Amsterdam, The Netherlands/ Euronext Lisbon S.A., Lisbon, Portugal/ Euronext Paris S.A., Paris, France Helsinki Securities and Derivatives Exchange, Clearing House (HEX Ltd.) : Helsinki Securities and Derivatives Exchange, Clearing House (HEX Ltd.), Helsinki, Finland Helsinki Derivatives Exchange (HEX Ltd.) : Helsinki Derivatives Exchange (HEX Ltd.), Helsinki, Finland 15
HSIL : Hang Seng Indexes Company Limited ( HSIL ), Hong Kong, China Madrid stock exchange: : Bolsa de Madrid, Madrid, Spain MEFF : Mercado de Futures Financieros Madrid, Madrid, Spain NYSE : New York Stock Exchange, New York, NY, USA OCC : Options Clearing Corporation, Chicago, Illinois, USA OSE : Osaka Securities Exchange, Osaka, Japan TSE : Tokyo Stock Exchange, Tokyo, Japan SIX Swiss Exchange : SIX Swiss Exchange, Switzerland *SOQ Special Opening Quotation ("SOQ ), a special reference price determined at the opening of the exchange. If no SOQ is determined or published on the valuation date, the official closing price of the underlying is the Reference Price. Average price An average price determined at five-minute intervals during the final day of the term. Closing price of the DAX Performance Index : Where the DAX /X-DAX is the underlying, the official closing price of the DAX Performance Index is the relevant Reference Price. n/a : not applicable 16
RISK FACTORS Investors should read carefully the risk factors set out under "I. Risk factors of Warrants" in the Securities Note and under 1. in the Registration Form. In particular, the following optional risk factors that relate only to certain types of Warrants are applicable to these Warrants (please refer to "I. Risk factors of Warrants" in the Securities Note): Risks relating to other factors affecting value such as money market interest rates, expected dividends and the Issuer's refinancing costs Risk relating to hedging transactions in the underlying in the case of Warrants with knock-out Risk from the occurrence of a knock-out event outside the trading hours in the secondary market In the case of Turbo Warrants for which the respective strike is not equal to the knock-out barrier and the risk of a total loss due to jumps in the price of the underlying (gap risk) is borne directly by the warrant holder (Turbo stop-loss with gap risk), the following risk factors also apply: Risk of total loss prior to maturity due to the occurrence of a knock-out event Price risk in connection with rising implied volatility Risk of total loss due to jumps in the price of the underlying (gap risk) Risk of exercise of the Warrants and Issuer's right of termination Risk of total loss due to a knock-out event and risk from the Issuer unwinding its hedging position Price risk in connection with rising implied volatility for Turbo stop-loss Warrants with gap risk Risk relating to adjustments of the strike and of the knock-out barrier The following optional underlying specific risk factors also apply to Warrants (please refer to ''3. Underlying specific risk factors'' under Section ''I. Risk factors of Warrants'' in the Securities Note): Risk in connection with indices as the underlying 17
ADDITIONAL INFORMATION Name and address of the paying agents and the calculation agent Paying Agent(s): Pohjola Bank plc., Markets Custody, Teollisuuskatu 1b, Helsinki, P.O. Box 308, FI-00013 Pohjola, Finland Calculation Agent: Citigroup Global Markets Deutschland AG, Frankfurter Welle, Reuterweg 16, D-60323 Frankfurt am Main, Federal Republic of Germany Conflicts of interest With respect to interests of natural and legal persons involved in the issue and resulting potential conflicts of interest, please refer to "4. Risk of conflicts of interest" under "I. Risk factors of Warrants" in the Securities Note. Offer method The Warrants are being offered over-the-counter on a continuous basis in one series. The offer of the Warrants begins in Finland am 31/07/2013. Stock exchange listing The Warrants have been admitted to the regulated market of the Nordic Derivatives Exchange (NDX) securities exchange, which is a regulated market within the meaning of Directive 2004/39/EC. Consent to the use of the Prospectus With respect to Non-exempt Offers pursuant to Article 3 (2) of the Prospectus Directive the Issuer consents to the use of the Prospectus by all financial intermediaries (general consent). The general consent to the subsequent resale and final placement of the securities by the financial intermediaries is given with respect to Finland. The subsequent resale and final placement of the securities by financial intermediaries may take place during the period of validity of the Tripartite Base Prospectus pursuant to 9 of the German Securities Prospectus Act (Wertpapierprospektgesetz "WpPG"). Issue price, price calculation and costs and taxes on purchase The initial issue price is specified in Table 1 of the annex to the Issue Specific Conditions. Both the initial issue price and the bid and offered prices quoted by the Issuer during the term of the Warrants are calculated using theoretical pricing models. In this context, the bid and offered prices for the Warrants are determined on the basis, among other things, of the mathematical value of the Warrants, the costs of hedging and accepting risk and the expected return. Please see also the information provided under "Risk relating to the calculation of the warrant prices" and "4. Risk of conflicts of interest", both in Section "I. Risk factors of Warrants". No costs or taxes of any kind for the warrant holders will be deducted by the Issuer whether the Warrants are purchased off-market (in countries where this is permitted by law) or via a stock 18
exchange. Such costs or taxes should be distinguished from the fees and costs charged to the purchaser of the Warrants by his bank for executing the securities order, which are generally shown separately on the statement for the purchase transaction in addition to the price of the Warrants. The latter costs depend solely on the particular terms of business of the warrant purchaser's bank. In the case of a purchase via a stock exchange, additional fees and expenses are also incurred. Furthermore, warrant holders are generally charged an individual fee in each case by their bank for managing the securities account. Notwithstanding the foregoing, profits arising from the Warrants or capital represented by the Warrants may be subject to taxation. Information on the underlying Description of indices not composed by the Issuer All relevant information, especially the concept, type, method of calculation, weightings of constituents and rules of regularly or extraordinarily exchanging the constituents in the index are explained for the indexes underlying certain warrants referred to in this document on the web pages specified below. Such web pages do also give up to date information of the current weightings of constituents. DAX, DivDAX, MDAX, TecDAX, X-DAX : http://www.deutsche-boerse.com Disclaimer in relation to indices used as Underlying DAX, DivDAX, MDAX, TecDAX, X-DAX Indices "DAX ", "DivDAX ", "MDAX ", "TecDAX ", "X-DAX " are trademarks of Deutsche Börse AG (the "Licensor"). This financial instrument is neither sponsored nor promoted, distributed or in any other manner supported by Deutsche Börse AG. The Licensor does not give any explicit or implicit warranty or representation, neither regarding the results deriving from the use of the Index and/or the Index Trademark nor regarding the Index value at a certain point in time or on a certain date nor in any other respect. The Index is calculated and published by the Licensor. Nevertheless, as far as admissible under statutory law the Licensor will not be liable vis-à-vis third parties for potential errors in the Index. Moreover, there is no obligation for the Licensor vis-à-vis third parties, including investors, to point out potential errors in the Index. Neither the publication of the Index by the Licensor nor the granting of a license regarding the Index as well as the Index Trademark for the utilization in connection with the financial instrument or other securities or financial products, which derived from the Index, represents a recommendation by the Licensor for a capital investment or contains in any manner a warranty or opinion by the Licensor with respect to the attractiveness on an investment in this product. In its capacity as sole owner of all rights to the Index and the Index Trademark the Licensor has solely licensed to the issuer of the financial instrument the utilization of the Index and the Index Trademark as well as any reference to the Index and the Index Trademark in connection with the financial instrument. 19
Publication of additional information The Issuer does not intend to provide any additional information about the underlying. The Issuer will publish additional notices described in detail in the terms and conditions. Examples of such notices are adjustments of the features of the Warrants as a result of adjustments relating to the underlying which may, for example, affect the conditions for calculating the cash amount or a replacement of the underlying. A further example is the early redemption of the Warrants if an adjustment cannot be made. Notices under these terms and conditions are generally published on the Issuer's website. If and to the extent that mandatory provisions of the applicable laws or exchange regulations require notices to be published elsewhere, they will also be published, where necessary, in the place prescribed in each case. Selling restrictions Information on selling restrictions can be found under "VI. Selling restrictions" in the Securities Note. 20
ANNEX ISSUE SPECIFIC SUMMARY Section A Introduction and warnings A.1 This Summary presents the key features and risks of Citigroup Global Markets Deutschland AG (the "Issuer") and of the Warrants issued under the Tripartite Base Prospectus. The Summary is intended as an introduction to the Tripartite Base Prospectus, which comprises this Summary, the Registration Form of Citigroup Global Markets Deutschland AG dated 03 May 2013 including any supplements and the Securities Note of Citigroup Global Markets Deutschland AG dated 13 May 2013. Investors should therefore ensure that any decision to invest in the Warrants is based on a review of the entire Prospectus, including any supplements and the Final Terms. Where claims relating to the information contained in a base prospectus, any supplements, and the respective Final Terms are brought before a court, the investor acting as plaintiff may, as a result of the laws of individual member states of the European Economic Area, have to bear the costs of translating the base prospectus, any supplements, and the Final Terms into the language of the court prior to the commencement of legal proceedings. The Issuer can be held liable for the content of this Summary, including any translation prepared, but only in the event that the Summary is misleading, inaccurate or inconsistent when read in conjunction with the other parts of the Prospectus, or, when read in conjunction with the other parts of the Tripartite Base Prospectus, does not convey all of the key information required. A.2 Consent to use the prospectus With respect to Non-exempt Offers pursuant to Article 3 (2) of the Prospectus Directive the Issuer consents to the use of the Prospectus by all financial intermediaries (general consent) for offers in Finland (the "Offer State"). The general consent to the subsequent resale and final placement of the securities by the financial intermediaries is given with respect to Finland. Section B Issuer and any guarantors The subsequent resale and final placement of the securities by financial intermediaries may take place during the period of validity of the Tripartite Base Prospectus pursuant to 9 of the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG"). In the event of an offer by a financial intermediary, the terms and conditions of the offer must be provided to investors at the time of the offer by the financial intermediary. B.1 The legal and commercial name of the issuer. B.2 The domicile and legal form of the issuer, the legislation under which the issuer operates and its country of incorporation. The legal and commercial name of the Issuer is Citigroup Global Markets Deutschland AG. Domicile Frankfurt am Main; the address of Citigroup Global Markets Deutschland AG is Frankfurter Welle, Reuterweg 16, 60323 Frankfurt am Main, Federal Republic of Germany (telephone +49 (0)69-1366-0). Legal form and jurisdiction The Issuer is a stock corporation (Aktiengesellschaft, "AG") under German law. 21
Place of registration The Issuer is entered in the commercial register of the Frankfurt am Main Local Court under the number HRB 88301. B.4b A description of any known trends affecting the issuer and the industries in which it operates. The Bank expects world economic growth in 2013 to increase slightly from 2.5 per cent to 2.6 per cent. In 2014 growth should increase to 3.2 per cent. The slowdown in worldwide economic growth was principally due to the slowdown of growth in the industrialized countries. The Bank expects moderate growth of 1.0 per cent for industrialized countries in 2013 and a modest increase to 1.6 per cent in 2014. Overall the Bank expects continued significant variations between different regions in the world. The Bank expects a mild recession in the Eurozone (the Bank's growth forecasts are for -0.6 per cent and -0.4 per cent for 2013 and 2014). This is seen to be due to the continuing sovereign debt crisis and the high level of private sector indebtedness in the peripheral European countries. The ECB is expected to continue to act to stabilise markets and to reduce interest rates in the second quarter of 2013 depending on further economic growth in the Eurozone, which could be followed by a forecast final interest rate reduction in the second half of the year. The Bank considers it likely that Southern Europe and Ireland will only gradually reach a common sustainable fiscal path. If the core countries in future are no longer prepared to increase their support for the peripheral states, this could lead to a raft of debt restructurings (with likely longer maturities and interest rate reductions), but probably not before 2015. In the Warrants and Certificates Division, the competition is expected to remain intense among leading issuers. Further regulatory challenges are expected, which have to be integrated into the business in a timely manner. Given the forecasts made by the individual business divisions and a restrictive cost management approach, the Bank is expecting continued overall profits in fiscal years 2013 and 2014. B.5 If the issuer is part of a group, a description of the group and the issuer's position within the group. The Issuer is a member of the German subgroup of Citigroup. As a public limited company, it is managed by the executive board. The Issuer is wholly-owned by the German holding company, Citigroup Global Markets Finance Corporation & Co. beschränkt haftende KG, a limited partnership with registered offices in Frankfurt/Main. Citigroup Global Markets Finance Corporation & Co. beschränkt haftende KG is also a silent partner of the Issuer, having a silent equity interest ("Stille Einlage") totalling EUR 122,710,051.49 as of 30 November 2012. The general partner of Citigroup Global Markets Finance Corporation & Co. beschränkt haftende KG is Citigroup Global Markets Finance LLC (USA). The sole limited partner is Citi Overseas Investment Bahamas Inc. All shares of Citigroup Global Markets Finance LLC are held by Citi Overseas Investment Bahamas Inc., the sole shareholder of which is Citibank Overseas Investment Corporation (USA). This company is in turn 100 per cent owned by Citibank, N.A. (USA). Citibank, N.A. (USA) is a 100 per cent owned subsidiary 22